HomeMy WebLinkAboutContract 24041 �RETARY
NO D
FORT WORTH SPINKS AIRPORT
UNIMPROVED GROUND LEASE AGREEMENT
This UNIMPROVED GROUND LEASE AGREEMENT ("Lease") is made and
entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal
corporation situated in portions of Tarrant and Denton Counties, Texas acting by and through Mike
Groomer, its duly authorized Assistant City Manager, and KIMBELL, INC. ("Lessee"), a Nevada
corporation acting by and through Joe K. Pace, its duly authorized President, and Lessee's lawful
successors and/or assigns.
In consideration of the mutual covenants, promises and obligations contained herein, Lessor
and Lessee agree as follows:
1. PROPERTY LEASED.
1.1. Premises. IC-�
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Lessor hereby demises to Lessee approximately AU ,�A6@-s are feet of unimproved
land (to be more specifically determined following a survey of such land) at Fort Worth
Spinks Airport ("Airport") owned in fee simple by Lessor and situated in portions of
Tarrant and Johnson Counties, Texas, as described and depicted on Exhibit "A", attached
hereto and hereby made a part of this Lease for all purposes. This unimproved land and any
improvements constructed thereon shall hereafter be referred to as the "Premises". In
accordance with Section 4 and Exhibit "B" of this Lease, Lessee shall have the Premises
surveyed and, after Lessor and Lessee have approved such survey, the survey shall be
incorporated herein for all purposes and may be attached to this Lease as a part of Exhibit
"A"
1.2. Additional Premises.
Lessee shall have rights of first refusal, as more specifically set forth in this Section
1.2, to lease those parcels of land at the Airport identified as Tract 1 and Tract 2, which
parcels are depicted on Exhibit "A" and shall hereafter be referred to, either singularly,
collectively or in any variation thereof, as the "Additional Premises", unless otherwise
specified. In accordance with Section 4 and Exhibit "B" of this Lease, Lessee shall have the
Additional Premises surveyed and, after Lessor and Lessee have approved such survey, the
survey shall be incorporated herein for all purposes and may be attached to this Lease as a
part of Exhibit "A".
1.2.1. Tract 1.
Except as otherwise provided by this Section 1.2, from the Effective Date of
this Lease until the second anniversary date of this Lease ("Tract 1 Refusal nn
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Period"), Lessee shall have a right of first refusal to lease on terms and conditions
and at rates prescribed by Lessor approximately 400,000 square feet of unimproved
land (to be more specifically determined following a survey of such land) at the
Airport identified as Tract 1.
1.2.2. Tract 2.
Except as otherwise provided by this Section 1.2, from the Effective Date of
this Lease until the second anniversary date of this Lease ("Tract 2 Refusal
Period"), Lessee shall have a right of first refusal to lease on terms and conditions
prescribed by Lessor and in accordance with Section 3 approximately 400,000
square feet of unimproved land (to be more specifically determined following a
survey of such land) at the Airport identified as Tract 2.
1.2.3. Execution of Leases for Additional Premises.
Upon Lessee's written notification to Lessor of Lessee's intent to exercise a
right of first refusal granted hereunder, Lessor and Lessee shall negotiate in good
faith and execute, within ninety (90) days from the date of such notice of intent, a
separate written lease agreement covering the respective Additional Premises or
portion thereof. If, after good faith negotiations on both sides, Lessor and Lessee
fail to execute a separate written lease agreement covering the respective Additional
Premises or portion thereof within this ninety (90) day period, Lessor shall be free to
lease the subject property to a third party and Lessee shall no longer have any rights
in such property. Nothing in this Lease shall dictate or affect the terms and
conditions of any separate lease agreement for property at the Airport, including the
Additional Premises, that may subsequently be executed between Lessor and
Lessee. As part of the consideration herein, Lessor agrees that Lessor shall not for
its own purposes attempt to develop Tract 1 at any time during the Tract 1 Refusal
Period or Tract 2 at any time during the Tract 2 Refusal Period.
1.2.4. Conditions of Right of First Refusal to Lease.
Lessee's rights of first refusal to lease the Additional Premises are subject to
(i) Lessee's advance provision to Lessor of written plans and specifications for the
development of the Additional Premises, which plans shall meet or exceed any
proposed development for the Additional Premises or portion thereof, if any, by a
third party; (ii) Lessor's advance written approval of such written plans and
specifications; and (iii) Lessor's reasonable assurance by Lessee that Lessee will
commence construction of any approved development within twelve (12) months or
within the time frame agreed by a third party interested in leasing and improving the
Additional Premises, whichever is earlier.
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1.2.5. Consideration.
As consideration for Lessee's right of first refusal to lease Tracts 1 and 2, on
the Effective Date of this Lease and on the first anniversary date thereof, Lessee
shall pay Lessor a sum equal to One Cent ($0.01) per square foot per tract of land.
2. TERM OF LEASE.
This Section 2 shall be subject to Sections 10.2, 10.3 and 10.4.
2.1. Initial Term and Binding Nature of Lease.
This Lease shall be binding on and enforceable against both Lessor and Lessee upon
execution. The Initial Term of this Lease shall be thirty (30) years, commencing on the
date that the first certificate of occupancy is issued for a hangar structure constructed by
Lessee pursuant to Section 4.1 ("Effective Date").
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive options to
lease the Premises for two (2) additional successive terms of five (5) years each (each a
"Renewal Term") at the rental rate applicable to the Premises at that time and which, on
the effective date of a Renewal Term, complies with the Schedule of Rates and Charges
published by Lessor. Lessee shall notify Lessor in writing of its intent to exercise a
respective option not less than ninety (90) nor more than one hundred (180) days prior to
the expiration of the term then in effect. If Lessee does not exercise its option for a first
Renewal Term within the time frame provided herein, Lessee shall automatically and
simultaneously forfeit its second option to lease the Premises for a second Renewal Term,
and Lessee shall no longer have any rights or interest in the Premises following the
expiration of the Initial Term.
2.3. Holdover.
If Lessee holds over after the expiration of the Initial Term or any Renewal Term,
this action will create a month-to-month tenancy. In this event, for and during the holdover
period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by
Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time.
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3. RENT.
3.1. Rent for Premises Between Effective Date and December 31, 2018.
From the Effective Date of this Lease until December 31, 2018, Lessee shall pay
Lessor as annual rent for the Premises leased hereunder a sum equal to Ten Cents ($0.10)
per square foot,payable as provided in Section 3.4.
3.2. Rent for Premises Between January 1,2019 and December 31, 2023.
From January 1, 2019 until December 31, 2023, Lessee shall pay Lessor as annual
rent for the Premises leased hereunder a sum equal to Twelve Cents ($0.12) per square foot,
payable as provided in Section 3.4.
3.3. Rental for Premises Between January,2024 and Expiration.
From January 1, 2024 until the expiration of this Lease as provided in Section 2.1,
Lessee shall pay Lessor as annual rent for the Premises leased hereunder a sum equal to
Fourteen Cents ($0.14) per square foot, payable as provided in Section 3.4.
3.4. Payment Dates and Late Fees.
Unless Lessor and Lessee arrange otherwise, rent shall be payable in equal monthly
installments and due on or before the first (1st) day of each month. Payments must be
received during normal working hours by the due date at the location for Lessor set forth in
Section 15. Rent shall be considered past due if Lessor has not received full payment after
the tenth (10th) day of the month for which payment is due. Without limiting Lessor's
termination rights as provided by this Lease, Lessor will assess a late penalty charge of ten
percent (10%) per month on the entire balance of any overdue rent that Lessee may accrue.
4. CONSTRUCTION AND IMPROVEMENTS.
4.1. Mandatory Improvements by Lessee.
Lessee covenants and agrees that it shall improve the Premises in accordance with
the time frames, milestones, specifications and other conditions of Exhibit "B", attached
hereto and made a part of this Lease for all purposes. Such improvements shall hereinafter
be referred to as "Mandatory Improvements." Lessee shall diligently commence
construction of such Mandatory Improvements within six (6) months following the
Effective Date of this Lease. Lessee shall fully comply with all provisions of this Section 4
in the performance of the Mandatory Improvements. In the event that the parties agree to
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deviate from the terms and conditions of Exhibit "B" in any way, a revised Exhibit "B"
signed and dated by both Lessor and Lessee shall be attached to and made a part of this
Lease and shall supersede the previous Exhibit "B". Lessee's obligations with respect to the
Mandatory Improvements shall be further elaborated in a separate written Community
Facilities Agreement executed by Lessor and Lessee within twenty-one (21) calendar days
following the execution date of this Lease. Lessee agrees that any separate written
agreement pertaining to Lessee's obligations hereunder shall incorporate all terms and
conditions of this Lease, to the extent they are not in conflict, and that this Lease shall be
made a part of such separate written agreement for all purposes. Following completion of
the individual hangars pursuant to the Mandatory Improvements and issuance of all
required certificates of occupancy for same, Lessor agrees that Lessor will diligently ensure
that existing T-Hangars at the Airport owned by Lessor are vacated and demolished in a
timely and orderly fashion so that such vacation and demolition can be phased in with the
completion and occupancy of such individual hangars. Upon the expiration or lawful
termination of this Lease, Lessor shall take full title to the Mandatory Improvements.
4.2. Discretionary Improvements by Lessee.
Lessee may, at its sole discretion, perform modifications, renovations,
improvements or other construction on the Premises in addition to those required by Section
4.1. Any modifications, renovations, improvements or other construction work on the
Premises that do not constitute the Mandatory Improvements shall be referred to hereafter
as "Discretionary Improvements." Lessee may not initiate any Discretionary
Improvement on or to the Premises unless it first submits all plans, specifications and
estimates for the costs of the proposed work in writing and also requests and receives in
writing approval from the Director of Airport Systems or authorized representative. Lessee
covenants and agrees that it shall fully comply with all provisions of this Section 4 in the
performance of any such Discretionary Improvements. Upon the expiration or termination
of this Lease, Lessor shall take full title to any Discretionary Improvements on the
Premises.
4.3. Improvements by Lessor.
Lessor covenants and agrees that it shall improve the Premises in accordance with
the specifications and other provisions of Exhibit "B". Such improvements shall hereinafter
be referred to as "Lessor Improvements." Lessor shall not deviate from the terms and
conditions of Exhibit "B" in any way that materially affects Lessee's compliance with
Section 4.1 unless Lessee agrees to such changes or alterations in writing, in which case a
revised Exhibit "B" signed and dated by both Lessor and Lessee shall be attached to and
made a part of this Lease and shall supersede the previous Exhibit "B". Lessor's
obligations with respect to the Lessor Improvements shall be further elaborated in the
Community Facilities Agreement referenced in Section 4.1 of this Lease.
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4.4. Process for Approval of Plans.
Lessee's plans for construction and improvements shall conform with the Airport's
architectural standards and must also receive written approval from Lessor's Departments
of Development, Engineering and Transportation and Public Works, which approval shall
not unreasonably be delayed or withheld. All plans, specifications, work and finished
improvements shall conform to the Americans with Disabilities Act of 1990, as amended
("ADA"), and all other applicable federal, state and local laws, ordinances, rules and
regulations.
4.5. Documents.
Lessee shall supply the Director of Airport Systems or authorized representative
with comprehensive sets of documentation relative to any modification, renovation,
construction or improvement, including, at a minimum, as-built drawings of each project.
As-built drawings shall be new drawings or redline changes to drawings previously
provided to the Director of Airport Systems or authorized representative. Lessee shall use
its best efforts to supply the textual documentation in computer format as requested by
Lessor.
4.6. Bonds Required of Lessee.
Prior to the commencement of any mandatory or discretionary modification,
renovation, improvement or new construction, Lessee shall deliver to Lessor a bond,
executed by a corporate surety in accordance with Texas Government Code, Chapter 2253,
as amended, in the full amount of each construction contract or project. The bonds shall
guarantee (i) satisfactory compliance by Lessee with all requirements, terms and conditions
of this Lease, including, but not limited to, the satisfactory completion of the respective
modifications, renovations, construction projects or improvements, and (ii) full payments to
all persons, firms, corporations or other entities with whom Lessee has a direct relationship
for the performance of such modifications, renovations, construction projects or
improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full estimated
amount of each construction contract or project. This cash deposit may be reduced from
time to time if and as estimated construction costs decline or in compliance with Section
4.8. Certificates of deposit shall be from a financial institution in the Dallas-Fort Worth
Metropolitan Area which is insured by the Federal Deposit Insurance Corporation and
acceptable to Lessor. The interest earned on the certificate of deposit shall be the property
of Lessee and Lessor shall have no rights in such interest. If Lessee fails to complete the
respective modifications, renovations, construction projects or improvements, or if claims
are filed by third parties on grounds relating to such modifications, renovations,
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construction projects or improvements, Lessor shall be entitled to draw down the full
amount of Lessee's cash deposit or certificate of deposit.
4.7. Bonds Required of Lessee's Contractors.
Prior to the commencement of any modification, renovation, improvement or new
construction, Lessee's respective contractors shall execute and deliver to Lessee surety
performance and payment bonds in accordance with the Texas Government Code, Chapter
2253, as amended, to cover the costs of all work performed under such contractor's contract
for such modifications, renovations, improvements or new construction. Lessee shall
provide Lessor with copies of such bonds prior to the commencement of such
modifications, renovations, improvements or new construction. Such bonds shall name to
both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.6
shall apply.
4.8. Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit (i),where Lessee serves
as its own contractor, upon verification that Lessee has completed construction work or(ii),
where Lessee uses a contractor, upon receipt of the contractor's invoice and verification that
the contractor has completed its work and released Lessee to the extent of Lessee's payment
for such work, including bills paid, affidavits and waivers of liens.
5. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation and aviation-related
commercial purposes only and in accordance with the terms and conditions of this Lease. Subject
to the terms and conditions of this Lease, Lessee shall have the right to sublease portions of the
Premises, including individual hangars constructed pursuant to the Mandatory Improvements, to
various and multiple third parties ("Sublessees") under terms and conditions acceptable to and
determined by Lessee, provided that (i) all such arrangements are in writing and (ii) that Sublessees
use the Premises only for the storage of aircraft or another aviation or aviation-related purpose
reasonably acceptable to Lessor. Lessee agrees that tenants occupying T-Hangar space at the
Airport on the Effective Date of this Lease ("Existing Tenants") shall receive priority to lease T-
Hangar spaces constructed by Lessee pursuant to Section 4.1. Lessee shall not enter into any
arrangement with any other Sublessee unless all Existing Tenants have had at least thirty (30) days
following receipt of a written offer from Lessee to lease such space. All written agreements
executed by Lessee to Sublessees for any portion or all of the Premises shall contain terms and
provisions that (i) do not directly conflict with Lessee duties and obligations under this Lease; (ii)
incorporate the terms and provisions of this Lease as required herein; and (iii) treat users of the
same or substantially similar facilities in a fair and non-discriminatory manner. Lessee shall use a
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standard lease form for all Sublessees and shall submit a copy of such standard lease form,
including rental rates, to the Airport Systems Director or authorized representative prior to Lessee's
execution of its first lease and from time to time thereafter following any material changes to such
lease form, including without limitation any changes to Lessee's rental rates for portions of the
Premises. Lessee may make non-material modifications to its standard lease to the extent that such
are not contrary to Lessor's Sponsor's Assurances.
6. REPORTS,AUDITS AND RECORDKEEPING.
Within thirty (30) days following the end of each calendar year, Lessee shall provide Lessor
with a written annual report, in a form acceptable to the Airport Systems Director or authorized
representative, that reflects Lessee's rental rates for improvements on the Premises for the
immediately preceding calendar year. Lessor may request, and Lessee shall promptly provide,
similar reports on a more frequent basis that reflect Lessee's rental rates for improvements on the
Premises for the period specified by Lessor; provided, however, that Lessor shall not request such
reports more frequently than once per month unless Lessor has a legitimate reason to believe that
Lessee has changed its rental rates over a period of less than one month. These reports shall be
delivered to Lessor's Department of Aviation at the address provided in Section 15. In addition,
Lessee shall keep and maintain books and records pertaining to Lessee's operations at the Airport
and other obligations hereunder in a manner satisfactory to Lessor's Internal Auditor and at a
location within the City of Fort Worth. Upon Lessor's request and following reasonable advance
notice, Lessee will make such books and records available for review by Lessor during Lessee's
normal business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such
books and records in order to ensure compliance with the terms of this Lease and the Sponsor's
Assurances made by Lessor to the Federal Aviation Administration.
7. UTILITIES.
Lessee shall be fully responsible for all costs and expenses related to the use of utilities on
the Premises, including the use of any utilities installed as part of Lessor's obligations hereunder,
but excluding (i) the wash rack constructed pursuant to the Mandatory Improvements and (ii) any
high intensity lighting that may subsequently be required by Lessor. Lessee agrees that all utilities,
air conditioning and heating equipment and other electrically-operated equipment which may be
used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building
and Fire Codes ("Codes"), as they exist or may hereafter be amended.
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8. MAINTENANCE AND REPAIRS.
8.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times, but shall not be responsible for the mowing of grass on the Premises
or for any normal wear and tear to the Premises. Lessee covenants and agrees that it will
not make or suffer any waste of the Premises. Lessee will, at Lessee's sole cost and
expense, make all repairs necessary to prevent the deterioration in condition of the
Premises, including, but not limited to, the maintenance of and repairs to all improvements
paid for by Lessee, including, but not limited to, doors, windows and roofs, and all fixtures,
equipment, modifications and pavement on the Premises, but excluding the wash rack
constructed by Lessee as part of the Mandatory Improvements and any other improvements
paid for by Lessor. If Lessor and Lessee share in the cost of any improvement that requires
maintenance or repair under this Section 8.1, Lessor and Lessee shall share in the cost of
such maintenance or repair in the same proportion as they shared in the construction of the
respective improvement. Lessee shall be responsible for all damages caused by Lessee, its
agents, servants, employees, contractors, subcontractors, sublessees, licensees or invitees,
and Lessee agrees to fully repair or otherwise cure all such damages at Lessee's sole cost
and expense.
8.2. Compliance with ADA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full
compliance at all times with the ADA.
8.3. Inspection.
8.3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises at any time. Except in the event of
an emergency, Lessor shall conduct inspections during Lessee's ordinary business
hours and shall use its best efforts to provide Lessee advance notice that is sufficient
for Lessee to obtain necessary keys or other access from any sublessees.
8.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs in accordance with this
Lease, Lessor shall notify Lessee in writing. Lessee agrees to begin such
maintenance or repair work diligently within thirty (30) calendar days following
receipt of such notice and to then complete such maintenance or repair work within
a reasonable time, considering the nature of the work to be done. If Lessee fails to
begin the recommended maintenance or repairs within such time or fails to
complete the maintenance or repairs within a reasonable time, Lessor may, in its
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discretion, perform such maintenance or repairs on behalf of Lessee. In this event,
Lessee will reimburse Lessor for the cost of the maintenance or repairs, and such
reimbursement will be due on the date of Lessee's next monthly rent payment
following completion of the maintenance or repairs.
8.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant to its
governmental duties under federal state or local laws, rules or regulations.
8.3.4. Lessee will permit Lessor's Fire Marshal or his or her authorized agents to
inspect the Premises and Lessee will comply with all requirements of the Fire
Marshal or his or her authorized agents that are necessary to bring the Premises into
compliance with the City of Fort Worth Fire Code and Building Code provisions
regarding fire safety, as such provisions exist or may hereafter be amended. Lessee
shall maintain in proper condition accessible fire extinguishers of a number and type
approved by the Fire Marshal or his or her authorized agents for the particular
hazard involved.
8.4. Environmental Remediation.
To the best of Lessor's knowledge, the Premises comply with all applicable federal,
state and local environmental regulations or standards. Lessee agrees that it has inspected
the Premises and is fully advised of its own rights without reliance upon any representation
made by Lessor concerning the environmental condition of the premises. LESSEE, AT
ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE FULLY
RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY
APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS
OR STANDARDS THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES.
9. SIGNS .
Lessee may, at its sole expense and with the prior written approval of the Director of
Airport Systems or authorized designee, install and maintain signs on the Premises related to
Lessee's business operations. Such signs, however, must be in keeping with the size, color, location
and manner of display of other signs at the Airport. Lessee shall maintain all signs in a safe, neat,
sightly and physically good condition.
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10. RIGHTS,RESERVATIONS AND OBLIGATIONS OF LESSOR.
10.1. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to, the right
to prevent Lessee from erecting or permitting to be erected any building or other structure
which, in the opinion of Lessor, would limit the usefulness of the Airport, constitute a
hazard to aircraft or diminish the capability of existing or future avigational or navigational
aids used at the Airport.
10.2. Lessor reserves the right to develop and improve the Airport as it sees fit, regardless
of the desires or view of Lessee, and without interference or hindrance by or on behalf of
Lessee. Accordingly, nothing contained in this Lease shall be construed to obligate Lessor
to relocate Lessee as a result of such Airport development or improvement.
10.3. This Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the United States Government which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of federal
funds for the development, maintenance or repair of Airport infrastructure. In the event that
any such existing or future agreement directly causes a material restriction, impairment or
interference with Lessee's primary operations on the Premises ("Limitation") for a period
of one hundred eighty (180) days or less, then for such period (i) Lessee may suspend the
payment of any rent or other fees or charges due hereunder; (ii) subject to ordinary wear and
tear, Lessor shall maintain and preserve the Premises and its improvements in the same
condition as they existed on the date such Limitation commenced; and (iii) the term of this
Lease shall be extended, at Lessee's option, for a period equal to the duration of such
Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor
and Lessee may (a) further adjust the payment of rent and other fees or charges, (b)
renegotiate maintenance responsibilities and (c) extend the term of this Lease, or (ii) Lessee
may terminate this Lease upon thirty(30) days'written notice to Lessor.
10.4. During any war or national emergency, Lessor shall have the right to lease any part
of the Airport, including its landing area, to the United States Government. In this event,
any provisions of this instrument which are inconsistent with the provisions of the lease to
the Government shall be suspended. Lessor shall not be liable for any loss or damages
alleged by Lessee as a result of this action. However, nothing in this Lease shall prevent
Lessee from pursuing any rights it may have for reimbursement from the United States
Government. If any lease between Lessor and the United States Government executed
pursuant to this Section 10.4 directly causes a Limitation for a period of one hundred eighty
(180) days or less, then for such period (i) Lessee may suspend the payment of any rent or
other fees or charges due hereunder; (ii) subject to ordinary wear and tear, Lessor shall
maintain and preserve the Premises and its improvements in the same condition as they
existed on the date such Limitation commenced; and (iii) the term of this Lease shall be
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extended, at Lessee's option, for a period equal to the duration of such Limitation. If the
Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee may
(a) further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance
responsibilities and(c) extend the term of this Lease, or(ii) Lessee may terminate this Lease
upon thirty(30) days' written notice to Lessor.
10.5. Lessor covenants and agrees that during the term of this Lease it will own and
maintain the Airport and its facilities as a public airport consistent with and pursuant to the
Sponsor's Assurances given by Lessor to the United States Government through the Federal
Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges hereunder
shall be subordinate to the Sponsor's Assurances.
10.6. Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights-of-way granted by Lessor for the installation, maintenance,
inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer,
communication or other utility companies. Lessee's rights shall additionally be subject to
all rights granted by any ordinance or statute which allows utility companies to use
publicly-owned property for the provision of utility services.
11. INSURANCE.
11.1. Required of Lessee.
Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified in this Section 10, naming the City of Fort Worth as an
additional insured and covering all risks related to the leasing, use, occupancy, maintenance,
existence or location of the Premises. Lessee shall obtain the following insurance coverage
at the limits specified herein:
• Proper :
Fire and Extended Coverage on all improvements at full replacement cost limit;
• Commercial General Liability:
$3,000,000 per occurrence;
• Aircraft Liability:
$1,000,000 per occurrence;
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• Automobile Liability:
$1,000,000 per accident,
including, but not limited to, coverage on any automobile used in Lessee's operations
on the Premises;
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its
care, custody or control.
11.2. Required of Sublessees.
Lessee shall require and include in its written agreements with all Sublessees who
store aircraft on the Premises to (i) procure and maintain an aircraft liability insurance
policy with coverage at a minimum of $300,000.00 per occurrence, $100,000.00 per
passenger and (ii) to provide Lessee with a valid and current certificate of insurance, which
shall be available for Lessor's inspection upon reasonable advance notice to Lessee.
11.3 Adjustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased limits
on existing coverages, are subject to reasonable change at Lessor's option and as necessary
and appropriate to cover Lessee's operations at the Airport. Lessee will accordingly comply
with such new requirements within thirty (30) days following notice to Lessee. Lessor
agrees that Lessee's requirements and obligations hereunder shall be materially the same as
those of other tenants with substantially similar operations at the Airport.
11.4. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective insurance
companies as proof that it has obtained the types and amounts of insurance coverage
required herein. Lessee hereby covenants and agrees that not less than thirty (30) days prior
to the expiration of any insurance policy required hereunder, it shall provide Lessor with a
new or renewal certificate of insurance. In addition, Lessee shall, at Lessor's request,
provide Lessor with evidence that it has maintained such coverage in full force and effect.
11.5. Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas and which are satisfactory to Lessor. The policy or policies of insurance
shall be endorsed to cover all of Lessee's operations at the Airport and to provide that no
Unimproved Ground Lease
between City of Fort Worth and Kimbell,Inc. 13
material changes in coverage, including, but not limited to, cancellation, termination, non-
renewal or amendment, shall be made without thirty (30) days' prior written notice to
Lessor.
12. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent contractor
as to all rights and privileges granted herein, and not as an agent, representative or employee of
Lessor. Lessee shall have the exclusive right to control the details of its operations and activities on
the Premises and shall be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee
acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and
Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees that
nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor
and Lessee.
13. INDEMNIFICATION.
LESSEE SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS) OR OMISSIONS(S)
OR INTENTIONAL MISCONDUCT OF LESSEE, ITS OFFICERS, AGENTS, SERVANTS
AND/OR EMPLOYEES. IN ADDITION, LESSEE, AT LESSEE'S OWN EXPENSE, SHALL
INDEMNIFY, DEFEND AND HOLD HARMLESS LESSOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, SUIT, DEMAND
OR ACTION TO THE EXTENT THAT THE SAME ARISES, IN WHOLE OR IN PART,
FROM THE NEGLIGENT ACTS) OR OMISSION(S) OR INTENTIONAL MISCONDUCT
OF LESSEE,ITS OFFICERS,AGENTS,SERVANTS AND/OR EMPLOYEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE OR ITS
PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO
MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE SHALL
COMPLY WITH ALL APPLICABLE REGULATIONS OF THE FAA PERTAINING TO
AIRPORT SECURITY ON THE PREMISES WHICH IS RELATED TO LESSEE'S
OPERATIONS THEREON AND SHALL COOPERATE WITH LESSOR IN THE
IMPLEMENTATION AND ENFORCEMENT OF LESSOR'S SECURITY PLAN AT THE
AIRPORT. LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR
LESSEE RESULTING FROM LESSEE'S FAILURE TO COMPLY WITH SUCH FAA
REGULATIONS RELATING TO THE PREMISES OR TO PREVENT UNAUTHORIZED
Unimproved Ground Lease
between City of Fort Worth and Kimbell,Inc. 14
PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR OPERATIONS
AREA OF THE AIRPORT FROM THE PREMISES.
14. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the
right to terminate this Lease under Sections 14.1 and 14.2 and either party shall have the right to
terminate this Lease under Section 14.6.
14.1. Breach or Default by Lessee.
If Lessee commits any breach or default under this Lease, Lessor shall deliver
written notice to Lessee specifying the nature of such breach or default. Lessee shall have
thirty (30) calendar days following such written notice to cure the breach or default. If the
breach or default is a failure to pay rent or other fees or sums due hereunder, Lessor shall
have the right to terminate this Lease if such rent or other fees or sums are not paid in full
within thirty (30) days following receipt by Lessee of such written notice. For any other
type of breach or default, if Lessee, in good faith and after diligent and continuous efforts to
remedy the breach or default within such time, believes that it will need additional time to
cure, it shall notify Lessor in writing and, with Lessee's input, Lessor shall determine and
provide written notice to Lessee of a reasonable deadline to cure the breach or default. If
Lessee fails to cure the breach or default within such time period, Lessor shall have the right
to terminate this Lease immediately. If Lessor lawfully terminates this Lease for breach or
default by Lessee, Lessee shall forfeit any options to renew this Lease granted herein as of
the effective date of such termination.
14.2. Failure to Construct Mandatory Improvements.
Subject to Section 27, if Lessee has not diligently commenced construction of the
Mandatory Improvements to the Premises as set forth in Section 4.1 within six (6) months
of the Effective Date of this Lease or completed at least ninety percent (90%) of the
construction of such Mandatory Improvements within one (1) year of the Effective Date of
this Lease, Lessor shall have the right to terminate this Lease immediately.
14.3. Lessee's Financial Obligations to Lessor upon Termination, Breach or Default.
If Lessor terminates this Lease in accordance with Sections 14.1 or 14.2 of this
Lease, Lessee shall remain liable for and shall pay to Lessor all arrearages of rentals, fees
and charges payable hereunder and any direct damages to the Premises and any
improvements thereon suffered by Lessor as a result of any breach or default of Lessee, but
in no event shall Lessee be responsible for or pay any unearned rents or consequential
damages. In the event that Lessor suffers any direct damages as a result of any breach or
Unimproved Ground Lease
between City of Fort Worth and Kimbell,Inc. 15
default of Lessee that is covered by Sections 14.1 and/or 14.2, Lessor agrees to exercise
good faith and to use its best efforts to mitigate those damages in a reasonable manner.
14.4. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, title to all improvements on the
Premises and all fixtures and other items attached to any structure on the Premises shall
pass entirely and solely to Lessor, and Lessee shall take all steps necessary to ensure that all
existing warranties related to such improvements and fixtures are transferred to Lessor. In
addition, all rights, powers and privileges granted to Lessee hereunder shall cease and
Lessee shall vacate the Premises. Within twenty (20) days following the effective date of
termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools,
machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to
this Lease. After such time, Lessor shall have the right to take full possession of the
Premises, by force if necessary, and to remove any and all parties and property remaining
on any part of the Premises. Lessee agrees that it will assert no claim of any kind against
Lessor, its agents, servants, employees or representatives, which may stem from Lessor's
lawful termination of this Lease or any act incident to Lessor's proper assertion of its right
to terminate or Lessor's exercise of any rights granted hereunder.
14.5. Effect of Termination or Expiration on Sublessees.
Lessee shall not sublease any portion of the Premises to a Sublessee for a term that
expires on a date after the Expiration Date of this Lease. If Lessor terminates this Lease in
accordance with its terms prior to the Expiration Date, it shall, as the owner and sole
landlord of the Premises, (i) assume and honor all of Lessee's agreements with Sublessees
to the extent in compliance with the terms and provisions of this Lease, provided that such
Sublessees execute a reasonable attornment agreement with Lessor within thirty (30) days
following the effective date of termination and (ii) provide all Sublessees an opportunity to
terminate
14.6. Failure to Execute Community Facilities Agreement.
If Lessor or Lessee have not both executed a Community Facilities Agreement, as
provided by Section 4.1, within twenty-one (2 1) calendar days following the execution date
of this Lease, Lessor or Lessee may terminate this Lease by providing written notice to the
other party.
Unimproved Ground Lease
between City of Fort Worth and Kimbell,Inc. 16
15. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants
or representatives, or(2) deposited in the United States Mail, postage prepaid, addressed as follows:
To LESSOR: To LESSEE:
DEPT OF AVIATION KIMBELL INC
MEACHAM INTL AIRPORT ATTN JOE K PACE
4201 N MAIN ST STE 200 2808 BANK ONE TOWER
FORT WORTH TX 76106-2736 500 THROCKMORTON
FORT WORTH TX 76102
with a copy to:
SHELDON ANISMAN
JACKSON WALKER, LLP
301 COMMERCE ST
STE 2400
FORT WORTH TX 76102
16. ASSIGNMENT AND SUBLETTING.
Subject to Section 17 and after completion of the Mandatory Improvements, Lessee shall
have the right to assign, sell, transfer, convey or sublease this Lease to any Affiliate, provided that
Lessee provides Lessor with written notice in advance of such assignment. For purposes of this
Section 16, "Affiliate" shall mean (i) any entity in which a majority of the ownership consists of
individuals, partnerships, trusts (or their individual partners or beneficiaries) or other entities
included, whether by legal title or beneficially, in the present ownership of Lessee or (ii) any entity
which has at least a fifty-one percent (51%) ownership interest in Lessee or any entity in which
Lessee has at least a fifty-one percent(51%)ownership interest. Otherwise, Lessee shall not assign,
sell, convey, sublease or transfer the entirety of its rights, privileges, duties or interests granted by
this Lease without the advance written consent of Lessor, which consent shall not be unreasonably
withheld or delayed. If Lessor consents to any such assignment or sublease, all terms, covenants
and agreements set forth in this Lease shall apply to the assignee or sublessee, and such assignee or
sublessee shall be bound by the terms and conditions of this Lease the same as if it had originally
executed this Lease. The failure or refusal of Lessor to approve such an assignment or sublease
shall not relieve Lessee of its obligations hereunder, including payment of rentals, fees and charges.
Unimproved Ground Lease
between City of Fort Worth and Kimbell,Inc. 17
17. LIENS BY LESSEE.
Lessee acknowledges that, without the advance written consent of Lessor and approval of
Lessor's City Council, it has no authority to engage in any act or to make any contract which may
create or be the foundation for any lien upon the property or interest in the property of Lessor. If
any such purported lien is created or filed, Lessee, at its sole cost and expense, shall liquidate and
discharge the same within thirty (30) days of such creation or filing. Lessee's failure to discharge
any such purported lien shall constitute a breach of this Lease and Lessor may terminate this Lease
upon thirty (30) days' written notice. However, Lessee's financial obligation to Lessor to liquidate
and discharge such lien shall continue in effect following termination of this Lease and until such a
time as the lien is discharged.
18. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy, including
the Mandatory Improvements.
19. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors,
subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and
Lessee immediately shall remove from the Premises any person engaging in such unlawful
activities. Unlawful use of the Premises by Lessee itself shall constitute a breach of this Lease.
Lessee agrees to comply with all applicable federal, state and local laws; all ordinances,
rules and regulations of Lessor; all rules and regulations established by the Director of Airport
Systems; and all rules and regulations adopted by Lessor's City Council pertaining to the conduct
required at airports owned and operated by Lessor, as such laws, ordinances, rules and regulations
exist or may hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers,
agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws,
ordinances, rules or regulations, Lessee shall immediately desist from and correct the violation.
20. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest, sublessees and assigns,
as part of the consideration herein, agrees as a covenant running with the land that no person shall
be excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis
Unimproved Ground Lease
between City of Fort Worth and Kimbell,Inc. 18
of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. Lessee
further agrees for itself, its personal representatives, successors in interest and assigns that no
person shall be excluded from the provision of any services on or in the construction of any
improvements or alterations to the Premises on grounds of race, color, national origin, religion,
handicap, sex, sexual orientation or familial status.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times
comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal
Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the Department of
Transportation and with any amendments to this regulation which may hereafter be enacted.
Lessee agrees that it shall require its Sublessees to comply with this Section 19 and shall
include a similar provision in its written agreements with its Sublessees. If any claim arises from
an alleged violation of this non-discrimination covenant by Lessee, its personal representatives,
successors in interest or assigns, Lessee agrees to indemnify Lessor and hold Lessor harmless.
21. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary
for the operation of its operations at the Airport.
22. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
23. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this Lease
or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon
appropriate performance or to assert any such right on any future occasion.
24. VENUE A:TD JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie in
state courts located in Tarrant County, Texas or in the United States District Court for the Northern
Unimproved Ground Lease
between City of Fort Worth and Kimbell,Inc. 19
District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the laws
of the State of Texas.
25 ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and either
party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or
the enforcement of performance or observances of any covenant, obligation or agreement, Lessor
and Lessee agree that the prevailing party shall be entitled to recover reasonable attorneys' fees and
other reasonable expenses from the other party.
26. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired.
27. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations
as set forth in this Lease, but shall not be held liable for any delay in or omission of performance
due to force majeure or other causes beyond their reasonable control, including, but not limited to,
compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires,
strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation
problems and/or any other cause beyond the reasonable control of Lessor or Lessee.
28. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
29. ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein by
reference and any Community Facilities Agreement that Lessor and Lessee may execute as to the
Mandatory Improvements, contains the entire understanding and agreement between Lessor and
Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
Unimproved Ground Lease
between City of Fort Worth and Kimbell,Inc. 20
with any provisions of this Lease. The terms and conditions of this Lease shall not be amended
unless agreed to in writing by both parties and approved by the City Council of Lessor.
I WITNESS WHEREOF, the parties hereto have executed this Lease in multiples, this Z
day of , 19 0
CITY OF FO )KORTH: KIMBELL, INC.
By: V z B Yv�
'
Mike Groomer Joe . Pace
Assistant City Manager President
ATTEST: ATTEST:
By: _I/ By:
City Secretary
APPROVED AS TO FORM AND LEGALITY:
Assistant City Attey
M& C: -/2/92 2-/7-9S
,retract Authorization
g �
-.fie
Unimproved Ground Lease
between City of Fort Worth and Kimbell,Inc. 21
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Joe K. Pace, known to me to be the person whose name is subscribed
to the foregoing instrument, and acknowledged to me that the same was the act of Kimbell, Inc.,
and that s/he executed the same as the act of Kimbell, Inc., for the purposes and consideration
therein expressed and in the capacity therein stated.
/0p GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of ,
19'70.
DEANNA DOCKEN
FW06 IM d Tom
I'la bon 604M
OLA
Notary Public in and for the State of Texas
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Mike Groomer, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity thereinstated
g,,, GIVEN UNDER MY HAND AND SEAL OF OFFICE this /-- day of a
Ct
Notary Public in� d for the State of Texas
SARAN JANE ODLE
NOTARY PUBLIC
• State of Texas
a'� Comm. Exp.01-29-2002
a - .
EXHIBIT "B"
Aircraft Hangar Proposal
Spinks Airport-City of Fort Worth, Kimbell, Inc. 10/30/97
100% 72.19% 27.81%
217,167.31 83.67.1.5 SF
Ft. Worth Kimbell
1. Pre-Construction
A. Surveying $ 5,600. $ 4,043. $ 1,557.
B. Soil Testing' $ 3.200. $ 2,310. $ 890.
C. Site Engineering $23,000. $16,604. $6,396.
D. Architecture/Engineering $20,000. $14,438. $ 5,562.
E. Project Management $20.000, $14,438. SJ-562.
$71,800. $ 51,833. $19.967.
Il. Construction
A. Staking $17,000. $12,272. $4,728.
B. Dirt Work $85,000. $61.362. $23,638.
C. Taxiways and Parking $546,335. $546,335. -
D. Concrete Hangar Piers $100,000. - $100,000.
E. Concrete Hangar Slabs $230,000. - $230,000.
F. 7 Metal Hangar Buildings $770,000. - $770,000.
G. Power/Telephone $63,000. $ 6,300. $56,700.
H. Airplane Wash Facility $40,000. $40,000. -
(Utiilities,Pad, Slab, Building)
I. Utility Extensions $15,000. $10,829. $ 4,171.
(Fire Protection)
J. Security Gates $10,000. $10,000. -
K. Concrete Testing $10,500. $ 7,580. $ 2,920.
L. Landscaping $ 7 Q00. $ 7.0001.
(Turf Areas, No Irrigation)
$1,893,835. $701,678. $1,192,157.
III. Total $1,965,635. $753,511. $1,212,12.1.
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City of Fort Worth, Texas
41.)ayor And Council Consnounkation
DATE REFERENCE NUMBER LOG NAME PAG E
2/17/98 L-12192 55CFA 1 of 3
SUBJECT GROUND LEASE AGREEMENT WITH KIMBELL, INC. AT FORT WORTH SPINKS
AIRPORT AND RELATED COMMUNITY FACILITIES AGREEMENT
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached supplemental appropriation ordinance increasing appropriations in the General
Fund by $239,866.10 and decreasing the unreserved, undesignated fund balance by the same
amount, and
2. Adopt the attached supplemental appropriation ordinance increasing estimated receipts and
appropriations in the General Fund by $63,309.59 from available funds, and
3. Authorize the transfer of $303,175.69 from the General Fund to the Aviation Improvement Capital
Projects Fund, and
4. Adopt the attached supplemental appropriation ordinance increasing the estimated receipts and
appropriations in the Insurance Fund by $179,183.35 from available funds, and
5. Authorize the transfer of $179,183.35 from the Insurance Fund to the Aviation Improvement
Capital Projects Fund, and
6. Authorize a non-interest bearing interfund loan from the General Fund to the Airport Operating Fund in the
amount of$271,151.96, and
7. Adopt the attached appropriation ordinance increasing appropriations in the Airport Operating Fund by
$271,151.96, and
8. Authorize the transfer of$271,151.96 from the Airport Operating Fund to the Aviation Improvement Capital
Projects Fund, and
9. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the
Aviation Improvement Capital Projects Fund by $753,511.00, and
10. Authorize the City Manager to execute a Ground Lease Agreement and a Community Facilities
Agreement with Kimbell, Inc. for the construction of T-hangars at Fort Worth Spinks Airport.
DISCUSSION:
Kimbell, Inc., a locally owned and operated company based in Fort Worth, proposes to build T-hangars at
Fort Worth Spinks Airport. In Phase I, Kimbell, Inc. will build 58 single-engine T-hangar units, 8 twin-
engine T-hangar units, and an aircraft wash rack on a lease site of approximately 300,000 square feet.
The site is located in the southwest corner of Fort Worth Spinks Airport. Although the Spinks Airport
Master Plan Update recommends that the area be developed for conventional hangars and commercial
aviation/industrial use, staff does not object to the proposed change in the Airport Layout Plan. The
change will be submitted to the Federal Aviation Administration (FAA) for approval. FAA has been briefed
on the proposed development.
City of Fort Worth, Texas
41.)ayor And Council Consnounkation
DATE REFERENCE NUMBER LOG NAME PAG E
2/17/98 L-12192 55CFA 2 of 3
SUBJECT GROUND LEASE AGREEMENT WITH KIMBELL, INC. AT FORT WORTH SPINKS
AIRPORT AND RELATED COMMUNITY FACILITIES AGREEMENT
In October 1996, a windstorm destroyed a 6 T-hangar unit on the east side of the Airport. Following that
damage, the City Building Official ordered that the remaining 52 T-hangars be demolished or vacated and
locked by April 15, 1997, due to substandard conditions. In order to keep the remaining units occupied as
long as possible, the City Council approved the expenditure of $46,000.00 in May 1997, to reinforce the
hangars to handle greater wind loads until new T-hangars could be built. The City Building Official then
extended the date of demolition to April 15, 1998.
Due to the particular nature of this situation, and the City's desire to replace the substandard hangars,
staff recommends the following terms and conditions of the proposed development and 30-year lease with
Kimbell:
1. The total cost of the development is estimated to be $1,965,635.00, subject to actual bid
award. The City's estimated portion will be $753,511.00. Kimbell will be responsible for the
remainder, estimated to be $1,212,124.00.
2. Kimbell will lease approximately 300,000 square feet of unimproved ground at the current
approved rate of $.10 per square foot, totaling $30,000.00 per year for the first twenty years.
Total revenue for the first 20 years will be $600,000.00.
3. During years 21 through 25, Kimbell will pay $.12 per square foot for unimproved ground.
Total revenue per year will be $36,000.00. Total revenue for years 21 through 25 will be
$180,000.00.
4. During years 26 through 30, Kimbell will pay $.14 per square foot for unimproved ground.
Total revenue per year will be $42,000.00. Total revenue for years 26 through 30 will be
$210,000.00.
5. Total revenue back to the City over the initial 30 year term of the agreement will be
$990,000.00, $236,489.00 over the original investment of$753,511.00.
6. The City will pay for all taxiways and paved areas between the hangars except the T-hangar
pads. Kimbell will pay for all T-hangar buildings and related costs, including the concrete pads
on which they sit.
7. Kimbell will have the option to renew the lease for two successive five-year terms after the
expiration of the initial thirty-year term at the hangar rental rates in effect at the time of the
renewal. Other terms and conditions for these renewal periods will be negotiated at that time.
8. Kimbell will have a right of first refusal on the property north from the initial development to the
FBO hangar (but not including the FBO hangar), approximately 440,600 square feet and, for
such right of first refusal, will pay at a rate of $.01 per square foot. The portion of this section
directly north of the original development, Phase II, will last for a period of one year. Kimbell's
right of first refusal to lease the portion immediately south of the FBO hangar, Phase III, will be
for a period of two years.
City of Fort Worth, Texas
41.)ayor And Council Consnounkation
DATE REFERENCE NUMBER LOG NAME PAG E
2/17/98 L-12192 55CFA 3 of 3
SUBJECT GROUND LEASE AGREEMENT WITH KIMBELL, INC. AT FORT WORTH SPINKS
AIRPORT AND RELATED COMMUNITY FACILITIES AGREEMENT
9. The current tenants in the T-hangar that will be demolished will be given priority by Kimbell to
lease the new hangars as they become available.
10. The development plan will be subject to Federal Aviation Administration airspace review. All
other terms and conditions will conform to standard Aviation Department policies.
11. The City and Kimbell will execute a Community Facilities Agreement that specifies the
obligations of the parties with respect to the actual development of the premises leased by
Kimbell under the proposed ground lease.
FISCAL INFORMATION/CERTIFICATION:
The Director of Fiscal Services certifies that upon approval of the above recommendations and adoption of
the attached appropriation ordinance, funds will be available in the current operating budget, as
appropriated, of the Aviation Improvement Capital Projects Fund. Upon completion of this
recommendation, the unreserved, undesignated fund balance of the General Fund will be $21,108,784.00,
which is $6,898,484.00 below the 10% minimum reserve fund balance of $28,007,268.00 required by the
City's Financial Management Policy Statements.
RG:m
Submitted for City Manager's FUND I ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
1)GG01 538070 0909103 $239,866.10
Ramon Guajardo 6140 2)GG01 481306 0134020 $ 63,309.59
Originating Department Head: 2)GG01 538070 0909103 $ 63,309.59
3)GC24 472001 055240438230 $303,175.69
4) FE71 481082 0157100 $179,183.35
4) FE71 538070 0157100 $179,183.35
5)GC24 472071 055240438230 $179,183.35
8)GC24 472040 055240438230 $271,151.96
7) PE40 538070 0554000 $271,151.96
6) PE40 220001 0000000 $271,151.96
9)GC24 472040 055240438230 $753,511.00
9)GC24 539120 055240438230 $753,511.00
Lisa A.Pyles 5403 (from) APPROVED 2-17-98
ORD.#13359,13360,
ORD.#13361,13362&
ORD.#13363
6)GG01 136040 0000000 $271,151.96
Additional Information Contact: 10)GC24 539120 055240438230 $753,511.00
8) PE40 538070 0554000 $271,151.96
3)GG01 538070 0909103 $303,175.69
Lisa A.Pyles 5403 5) FE71 538070 0157100 $179,183.35